Choosing a name is often among the earliest and most significant decisions in establishing a business. This article summarizes certain criteria to consider during the naming process.

Numbered and Named Companies

Upon incorporation, a company may automatically be issued a numbered name by the corporate registry, which offers privacy and simplicity. This consists of a unique numerical identifier followed by a legally required designation, for instance, 007007 Ontario Inc. Alternatively, it is possible to opt for a particular name that becomes the company’s legal identity which helps establish a distinct presence and prevents other entities within the same jurisdiction to register an identical or confusingly similar name. The act of incorporating a business entails registering the legal name within the jurisdiction where the incorporation takes place. Choosing federal incorporation grants the exclusive right to use the name throughout Canada, offering nationwide protection. In contrast, incorporating at the provincial or territorial level provides exclusive naming rights only within that specific jurisdiction.

Legal Requirements for a Name

Like a formula, the name of a business should consist of three elements:

1. a distinctive element: any word or name, this should be unique to your business.
2. a descriptive element: portraying the business you are engaging in, such as “coffee shop” or “landscaping”.
3. a legal element: demonstrating your business structure, this must include one of the following: Limitée, Limited, Incorporée, Incorporated, Société par actions de régime fédéral, Corporation, Ltée, Ltd., Inc., S.A.R.F., or Corp.

Language and Use of Characters

The name of the corporation can be English only, French only, English and French separately, or a combination of both languages. While there is no restriction on the use of special characters or symbols in a corporation’s name, their use should be carefully considered. Corporations that plan to become publicly listed may encounter difficulties with electronic disclosure platforms, as some characters and symbols are not universally accepted by those systems.

Prohibited Names

A corporation name cannot include or suggest the following:

• A name that sounds like or resembles an existing business, trade name or trademark. It is beneficial to research the name on various Canadian intellectual property databases prior to selecting it.
• A name that misrepresents the nature of your business.
• A geographic location (like a city or place) on its own, without a distinctive element.
• A personal name without a distinctive element.
• A name that suggests a connection to a government body or institution, this includes “Parliament Hill”, “Royal Canadian Mounted Police”, “RCMP”, “United Nations”, “Cooperative”, “Co-op”, “Pool” (including their French equivalents).
• A name that implies an affiliation with a university, professional association or a regulated profession unless proper consent is first obtained.
• Any with profane, offensive, or obscene language.

NUANS Search

A Newly Automated Name Search (“NUANS”) report on the proposed name is required upon incorporation or filing articles of amendments which include a name change. The NUANS report displays all entities in the jurisdiction of incorporation with similar names. If the proposed name is too similar to the name of an existing corporation, the proposed name will likely be rejected.

Changing a Corporation’s Name and Using a Business Name

The name of a corporation may be changed at any time by filing articles of amendment. In addition, a corporation may operate the business through a business name which requires a separate registration. A company’s legal name identifies an entity for tax or other governmental matters, when entering in agreements to carry on business, or employment issues. By contrast, registering a business name allows businesses to build a brand presence while maintaining their existing legal framework. No corporation is permitted to conduct business under a different name unless that name was registered as the legal name or the business name of the corporation. A business name registration is valid for five years and may be renewed. It is important to note that a business name registration does not grant exclusive rights to the name, it only prevents others from registering identical names in the same jurisdiction.

For more information on selecting a name for your business or registering a business name, please reach out Momentum Law LLP at +1 (416) 594-0791 or email at info@momentumlaw.ca.